**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D. C. 20549**

**FORM 10-KSB/A**

**AmendmentNo. 1**

**(Mark One)**

**x**** ANNUALREPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For thefiscal year ended September 30, 2006**

**o**** TRANSITIONREPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**

###### **For the transition period from          to          **

**CommissionFile Number****001-32882**

**O2 SECURE WIRELESS, INC.**

(Name of small businessissuer in its charter)

| **Georgia**                                                              |   | **45-0526044**                        |
|--------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of                                         |   | (I.R.S. Employer  Identification No.) |
| incorporation or  organization)                                          |   |                                  |
|                                                                     |   |                                  |
| **3300 Holcomb Bridge Rd., Suite 226**                                   |
| **Norcross,  Georgia 30092**                                             |
| (Address of  principal executive offices) (Zip Code)                     |
|                                                                     |
| Issuer’s  telephone number: **(678)  942-0684**                     |
|                                                                     |
| Securities  registered under Section 12(b) of the Exchange Act: **None** |
|                                                                     |
| Securities  registered under Section 12(g) of the Exchange Act:          |
| **Common  Stock, $0.01 par value**                                       |
| (Title of class)                                                         |

 

Check whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes  x  No  o

Check if there is nodisclosure of delinquent filers in response to Item 405 of Regulation S-Bcontained in this form, and no disclosure will be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or any amendment tothis Form 10-KSB.

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes  o No  x

The issuer’s revenues forits most recent fiscal year: $211,695.

The aggregate marketvalue of the shares of Common Stock held by non-affiliates of the Registrant,as of December 8, 2006 was $7,391,372 based upon the closing bid price of $0.47per share as reported by the trading and market services of the OTC BulletinBoard.

As of December 8, 2006,the Registrant had outstanding 26,176,552 shares of its Common Stock, no parvalue.

Transitional SmallBusiness Disclosure Format (check one): Yes o;  No x

 

----

 
|    |   | TABLE OF CONTENTS                                                                                |   |   |
|---------|--------|--------------------------------------------------------------------------------------------------|--------|--------|
|    |   |                                                                                             |   |   |
| ITEM 11 |   | SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER  MATTERS |   |   |
|    |   |                                                                                             |   |   |
| ITEM 13 |   | EXHIBITS                                                                                         |   |   |
|    |   |                                                                                             |   |   |
|    |   | SIGNATURES                                                                                       |   |   |

 

2

----

ITEM  11.  SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table contains information about thebeneficial ownership of our common stock as of December 8, 2006, for:

(i) each personwho beneficially owns more than five percent of our common stock;

(ii) each of ourdirectors;

(iii) the namedexecutive officers; and

(iv) all directorsand executive officers as a group.

As used in the table below and elsewhere in thisreport, the term *beneficial ownership*with respectto a security consists of sole or shared voting power, including the power tovote or direct the vote and/or sole or shared investment power, including thepower to dispose or direct the disposition, with respect to the securitythrough any contract, arrangement, understanding, relationship, or otherwise,including a right to acquire such power(s) during the next 60 days followingthe date of this report. Except as otherwise indicated, the shareholders listedin the table have sole voting and investment powers with respect to the sharesindicated. 
| Name and Address of Beneficial Owner | ** ** | **Common Stock Beneficially  Owned** | ** ** | **Percent of  Class (1)** | ** ** |
|---------------------------------------------------------------|------------|------------------------------------------------|------------|-------------------------------------|------------|
|                                                          |       |                                           |       |                                |       |
| T. Scott Conley                                               |       | 5,600,000                                      |       | 21.4                                | %          |
| 3300 Holcomb Bridge, Suite  226                               |       |                                           |       |                                |       |
| Norcross, Georgia 30092                                       |       |                                           |       |                                |       |
|                                                          |       |                                           |       |                                |       |
| Keith A. Greaves                                              |       | 4,600,000                                      |       | 17.6                                | %          |
| 3915 Cascade Road, S.W.                                       |       |                                           |       |                                |       |
| Suite 110                                                     |       |                                           |       |                                |       |
| Atlanta, Georgia 30331                                        |       |                                           |       |                                |       |
|                                                          |       |                                           |       |                                |       |
| Neal Butler (2)                                               |       | 2,000,000                                      |       | 7.4                                 | %          |
| 1202 Ascot Court, N.W.                                        |       |                                           |       |                                |       |
| Kennesaw, Georgia 30144                                       |       |                                           |       |                                |       |
|                                                          |       |                                           |       |                                |       |
| Dominic Richardson                                            |       | 1,612,687                                      |       | 6.2                                 | %          |
| Garcia Marino, 13                                             |       |                                           |       |                                |       |
| Attico 08027                                                  |       |                                           |       |                                |       |
| Barcelona, Spain                                              |       |                                           |       |                                |       |
|                                                          |       |                                           |       |                                |       |
| Craig C. Sellars (3)                                          |       | 750,228                                        |       | 2.8                                 | %          |
| 3300 Holcomb Bridge, Suite  226                               |       |                                           |       |                                |       |
| Norcross, Georgia 30092                                       |       |                                           |       |                                |       |
|                                                          |       |                                           |       |                                |       |
| India Creery                                                  |       | 0                                              |       | 0.0                                 | %          |
| 3300 Holcomb Bridge, Suite  226                               |       |                                           |       |                                |       |
| Norcross, Georgia 30092                                       |       |                                           |       |                                |       |
|                                                          |       |                                           |       |                                |       |
| All Officers and Directors  as a Group                        |       | 10,950,228                                     |       | 41.0                                | %          |

 

----

(1)          Based upon 26,176,552 shares issued and outstanding asof December 8, 2006.

(2)          Mr. Butler’s ownership consists of 1,000,000 shares ofcommon stock owned outright, and shares issuable under a warrant to purchase1,000,000 shares of common stock at $1.00 per share until December 20, 2006.

(3)          Mr. Sellars’ ownership consists of 250,228 sharesowned outright, and shares issuable under a warrant to purchase 500,000 sharesof common stock at $1.00 per share until December 31, 2007.

3

----

ITEM  13.  EXHIBITSAND REPORTS ON FORM 8-K.

(a)           Exhibits.
| Exhibit  Number | ** ** | **Description and Incorporation by Reference**                                                                                                                                                     |
|-----------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                                                               |
| 31.2*           |       | Rule 13a-14(a)/15d-14(a) Certification by the  Chief Executive Officer and Interim Chief Financial Officer                                                                                    |
|            |       |                                                                                                                                                                                               |
| 32.2*           |       | Certification by the Chief Executive Officer and  Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

----

* Filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the ExchangeAct, the registrant caused this report to be signed on its behalf by theundersigned, hereunto duly authorized.
|                                |     |  O2 Secure Wireless Incorporated          |
|--------------------------------|----------|-----------------------------------------------------|
|                           |     |                                                |
|                           |     |                                                |
| Dated: February  13, 2007 | * * | * /s/ T. Scott Conley*                         |
|                           |     |  T. Scott Conley, Chief Executive Officer      |
|                           |     |                                                |
|                           |     |                                                |
| Dated: February  13, 2007 |     | * /s/  India Creery*                           |
|                           |     |  India Creery, Interim Chief Financial Officer |

 

4

----